12 Remuneration board of management and supervisory board
Remuneration of the Board of Management
The Remuneration and Appointment Committee of the Supervisory Board (‘the Committee’) makes proposals for the remuneration of the members of the Board of Management of the Company and evaluates the full remuneration structure periodically. The Committee is mandated by, and reports its conclusions and recommendations to the full Supervisory Board. The remuneration report can be found here
| in thousands of Euro |
|
| L.W. Gunning |
3.5 |
|
219 |
|
52 |
|
|
|
271 |
|
| C.K.Z. Miles |
9 |
12 |
505 |
655 |
61 |
79 |
550 |
373 |
1,116 |
1,107 |
| G.A. Netland |
8 |
|
292 |
|
|
|
|
|
292 |
|
| A.J. Preisig |
|
4 |
|
115 |
|
17 |
|
81 |
|
213 |
| P. Salle |
4 |
12 |
169 |
482 |
|
|
482 |
317 |
651 |
799 |
| P. Valks |
12 |
12 |
424 |
402 |
90 |
317 |
402 |
325 |
916 |
1,044 |
| F. Vervoort |
12 |
12 |
411 |
385 |
67 |
257 |
320 |
201 |
798 |
843 |
| B. Wilkinson |
12 |
12 |
446 |
421 |
45 |
44 |
137 |
|
628 |
465 |
| Total |
|
|
2,466 |
2,460 |
315 |
714 |
1,891 |
1,297 |
4,672 |
4,471 |
Annual cash bonus
The cash bonuses are based on the achievement of the budgeted operating income of the Group or the companies for which the relevant member of the Board is responsible. Cash bonuses paid in any year relate to performance in the previous year. In 2006 Mr Salle received, in addition to the above, a final cash payment of €151,598 relating to the performance share plan of a Group subsidiary for which he was formerly responsible.
Other
In addition to the above, the following payments were made:
- Mr Gunning received an exceptional one-off amount of €400,000 gross for the loss of existing long term incentive rights at his previous employer and an amount of €100,000 gross as compensation for the costs of relocation to the Netherlands.
- Mr Miles has left the Company as of September 2007. He is receiving severance payment in total of €1,742,000 and his share rights will vest in full which leads to an additional expense of €3,200,000 in 2007.
- As of May 2006, Mr Preisig has left the Company. He received severance payment in total of €563,000.
Options granted to members of the Board of Management
|
| C.K.Z. Miles |
22,897 |
|
|
22,897 |
|
|
|
9.10 |
|
|
40,000 |
|
|
40,000 |
|
|
|
14.30 |
|
|
|
3,298 |
3,298 |
|
|
3,298 |
|
13.45 |
12-02-2011 |
| F. Vervoort |
10,500 |
|
|
|
|
10,500 |
|
14.30 |
01-03-2011 |
|
28,000 |
|
|
|
|
28,000 |
|
13.54 |
07-02-2012 |
| A.J. Preisig |
4,390 |
8,110 |
|
4,390 |
8,110 |
|
|
14.30 |
|
|
29,129 |
4,871 |
|
29,129 |
4,871 |
|
|
13.54 |
|
| P. Valks |
7,435 |
2,565 |
2,565 |
10,000 |
|
|
|
14.30 |
|
|
8,031 |
1,969 |
1,624 |
9,655 |
|
|
345 |
13.54 |
07-02-2012 |
| P. Salle |
|
116,870 |
106,350 |
106,350 |
10,520 |
|
|
4.79 |
|
|
|
123,331 |
97,111 |
97,111 |
26,220 |
|
|
13.45 |
|
| B. Wilkinson |
75,000 |
|
|
75,000 |
|
|
|
9.10 |
|
|
14,993 |
7 |
5 |
|
|
14,998 |
2 |
13.54 |
07-02-2012 |
|
|
3,298 |
2,828 |
|
470 |
2,828 |
|
13.45 |
12-02-2011 |
| G. Netland |
6,460 |
3,540 |
3,540 |
10,000 |
|
|
|
14.30 |
|
|
20,055 |
4,945 |
4,164 |
24,219 |
|
|
781 |
13.54 |
07-02-2012 |
| Total |
266,890 |
272,804 |
221,485 |
428,751 |
50,191 |
59,624 |
1,128 |
|
|
Rights to receive ordinary shares granted to members of the Board of Management
|
| C.K.Z. Miles |
102,467 |
|
102,467 |
|
|
|
|
102,731 |
|
|
|
102,731 |
Early 2008 |
|
101,642 |
|
|
|
101,642 |
Early 2009 |
|
|
102,420 |
|
|
102,420 |
Early 2010 |
| F. Vervoort |
52,331 |
|
52,331 |
|
|
|
|
51,802 |
|
|
|
51,802 |
Early 2008 |
|
54,998 |
|
|
|
54,998 |
Early 2009 |
|
|
54,064 |
|
|
54,064 |
Early 2010 |
| A.J. Preisig |
56,805 |
|
50,426 |
6,379 |
|
|
|
55,575 |
|
43,253 |
12,322 |
|
|
| P. Valks |
3,500 |
|
2,887 |
613 |
|
|
|
21,750 |
|
17,942 |
3,808 |
|
|
|
46,607 |
|
43,764 |
2,843 |
|
|
|
51,017 |
|
|
|
51,017 |
Early 2008 |
|
54,998 |
|
|
|
54,998 |
Early 2009 |
|
|
57,575 |
|
|
57,575 |
Early 2010 |
| P. Salle |
66,714 |
|
|
66,714 |
|
|
|
66,427 |
|
|
66,427 |
|
|
| Wikinson |
49,029 |
|
42,043 |
6,986 |
|
|
|
53,156 |
|
|
|
53,156 |
Early 2008 |
|
54,701 |
|
|
|
54,701 |
Early 2009 |
|
|
62,327 |
|
|
62,327 |
Early 2010 |
| G. Netland |
15,000 |
|
12,630 |
2,370 |
|
|
|
37,944 |
|
37,659 |
285 |
|
|
|
37,631 |
|
|
|
37,631 |
Early 2008 |
|
39,454 |
|
|
|
39,454 |
Early 2009 |
|
|
57,979 |
|
|
57,979 |
Early 2010 |
| Total |
1,176,279 |
334,365 |
405,402 |
168,747 |
936,495 |
|
Number of ordinary Vedior shares held by members of the Board of Management per year end
| Board of Management |
|
| G. Netland |
3,412 |
2,858 |
| P. Valks |
42,322 |
11,401 |
| F. Vervoort |
50,397 |
25,346 |
| B. Wilkinson |
54,675 |
34,881 |
| Total |
150,806 |
74,486 |
Remuneration of the Supervisory Board
| in Euro, unless otherwise stated |
|
| W.C.J. Angenent – Chairman |
50,000 |
50,000 |
6,000 |
6,000 |
4,500 |
4,500 |
| R.J. Laan – Vice Chairman 1) |
26,923 |
35,000 |
2,692 |
3,500 |
2,692 |
3,500 |
| P. Kaminsky (until 28 April 2006) |
|
11,667 |
|
833 |
|
1,167 |
| D. Sinninghe Damsté – Vice Chairman 2) |
35,000 |
35,000 |
5,000 |
5,000 |
3,500 |
3,500 |
| H.M.E.V. Giscard d’Estaing |
35,000 |
23,333 |
2,500 |
1,667 |
2,333 |
| B.C. Hodson (as of 28 April 2006) |
35,000 |
23,333 |
3,500 |
2,333 |
3,500 |
2,333 |
| Total |
181,923 |
178,333 |
19,692 |
19,333 |
17,692 |
17,333 |
In addition Ms Kaminsky received a fixed annual remuneration in 2006 relating to consulting activities in the USA of USD 30,000.
The members of the Supervisory Board do not receive any performance or equity related compensation and do not accrue pension rights with Vedior N.V.
Number of ordinary Vedior shares held by members of the Supervisory Board
|
| Supervisory Board |
| W.C.J. Angenent |
22,608 |
22,608 |
| H.M.E.V. Giscard d’Estaing |
500 |
500 |
| Total |
23,108 |
23,108 |